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Prepayment fee meaning

What does Prepayment fee mean?
A prepayment fee is an amount a borrower agrees to pay a lender if it repays a loan early, typically within an agreed period after utilisation (often called a no‑call period and described as a prepayment premium or early repayment charge). It compensates the lender for lost margin and reinvestment risk and is distinct from break costs (which cover funding losses). The term is not defined by statute or case law; it is a contractual concept used across loan and facility agreements. Triggers and quantum are negotiated: fees may apply to voluntary prepayments, refinancings, or specified mandatory prepayments (for example following a change of control). The fee is usually a percentage of principal, may step down over time, or operate as a make‑whole to the call date. Prepayment fees are common in mezzanine finance, unitranche and private credit or leveraged facilities; they are less common in senior bank facilities. Across England & Wales, Scotland and Northern Ireland, enforceability is assessed under the law on penalties (the fee should protect a legitimate interest and be proportionate). Irish law applies a similar penalties doctrine. Drafting is required to reduce the risk of the fee being characterised as an unenforceable penalty.
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